Notice of 2024 Annual Meeting of Stockholders and Proxy Statement
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Index
Cover
Our Vision
Message from Our Independent Chair and Chief Executive Officer
Table of Contents
Notice of Annual Meeting of Stockholders
Proxy Statement Highlights
Corporate Governance and Related Matters
Item 1 Election of Directors
The Board’s Role and Activities in 2023
Board Structure and Processes
Committees of the Board
Audit Committee Matters
Item 2 Ratification of the Appointment of Our Independent Registered Public Accounting Firm for 2024
Executive Compensation and Related Matters
Item 3 Say on Pay, a Proposal to Approve, on an Advisory Basis, the Company’s Executive Compensation
Letter from the Management Planning and Development Committee
Compensation Committee Report
Compensation Discussion and Analysis
Summary
2023 Business and Performance Highlights
Executive Compensation Program Discussion
Compensation of Named Executive Officers
Summary Compensation Table
Grants of Plan-Based Awards
Outstanding Equity Awards at Fiscal Year-End
Option Exercises and Stock Vested
Pension Benefits
Nonqualified Deferred Compensation
Payments/(Forfeitures) Under Termination Scenarios
CEO Pay Ratio
Pay Versus Performance
Management Proposal
Item 4 Proposal to Amend the Company’s 2017 Incentive Compensation Plan to Increase the Number of Shares Authorized to Be Issued Under the Plan
Stockholder Proposals
ITEM 5 Stockholder Proposal Requesting an Independent, Third Party Worker Rights Assessment and Report
ITEM 6 Stockholder Proposal to Prohibit the Re-nomination of Any Director Who Fails to Receive a Majority Vote
ITEM 7 Stockholder Proposal for Stockholder Right to Vote on “Excessive” Golden Parachutes
ITEM 8 Stockholder Proposal Requesting a Policy Requiring Our Directors to Disclose Their Expected Allocation of Hours Among All Formal Commitments
Ownership of and Trading in Our Stock
Executive Officer and Director Stock Ownership Requirements
Share Ownership of Directors and Certain Executive Officers
Share Ownership of Principal Stockholders
Other Information
Information About the Annual Meeting and Voting
Stockholder Proposals and Other Business for Our Annual Meeting in 2025
Other Matters
Annex A Certain GAAP Reconciliations
Annex B 2017 Incentive Compensation Plan, as Proposed
CVS Health’s Healthy 2030 Impact Report Highlights
Our Strategy
Healthy 2030
Back Cover
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Search
Go to Home
Open index
Open page thumbnails
Search
Index
Cover
Our Vision
Message from Our Independent Chair and Chief Executive Officer
Table of Contents
Notice of Annual Meeting of Stockholders
Proxy Statement Highlights
Corporate Governance and Related Matters
Item 1 Election of Directors
The Board’s Role and Activities in 2023
Board Structure and Processes
Committees of the Board
Audit Committee Matters
Item 2 Ratification of the Appointment of Our Independent Registered Public Accounting Firm for 2024
Executive Compensation and Related Matters
Item 3 Say on Pay, a Proposal to Approve, on an Advisory Basis, the Company’s Executive Compensation
Letter from the Management Planning and Development Committee
Compensation Committee Report
Compensation Discussion and Analysis
Summary
2023 Business and Performance Highlights
Executive Compensation Program Discussion
Compensation of Named Executive Officers
Summary Compensation Table
Grants of Plan-Based Awards
Outstanding Equity Awards at Fiscal Year-End
Option Exercises and Stock Vested
Pension Benefits
Nonqualified Deferred Compensation
Payments/(Forfeitures) Under Termination Scenarios
CEO Pay Ratio
Pay Versus Performance
Management Proposal
Item 4 Proposal to Amend the Company’s 2017 Incentive Compensation Plan to Increase the Number of Shares Authorized to Be Issued Under the Plan
Stockholder Proposals
ITEM 5 Stockholder Proposal Requesting an Independent, Third Party Worker Rights Assessment and Report
ITEM 6 Stockholder Proposal to Prohibit the Re-nomination of Any Director Who Fails to Receive a Majority Vote
ITEM 7 Stockholder Proposal for Stockholder Right to Vote on “Excessive” Golden Parachutes
ITEM 8 Stockholder Proposal Requesting a Policy Requiring Our Directors to Disclose Their Expected Allocation of Hours Among All Formal Commitments
Ownership of and Trading in Our Stock
Executive Officer and Director Stock Ownership Requirements
Share Ownership of Directors and Certain Executive Officers
Share Ownership of Principal Stockholders
Other Information
Information About the Annual Meeting and Voting
Stockholder Proposals and Other Business for Our Annual Meeting in 2025
Other Matters
Annex A Certain GAAP Reconciliations
Annex B 2017 Incentive Compensation Plan, as Proposed
CVS Health’s Healthy 2030 Impact Report Highlights
Our Strategy
Healthy 2030
Back Cover
Pages
1
2
3
4
5
6
7
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141
142
143
144
145
146
147
148
149
150
151
152
Search